The Buy-Sell Agreement Cross Purchase is a crucial document for businesses operating in the Philippines, particularly for closely-held corporations and family-owned businesses. It serves as a legally binding arrangement between shareholders, establishing their rights and obligations regarding the purchase and sale of company shares. The agreement becomes operational when specific trigger events occur, such as death, disability, retirement, or voluntary departure of a shareholder. This type of agreement is essential for business succession planning, ensuring smooth ownership transitions, and preventing shares from being transferred to unwanted third parties. Under Philippine jurisdiction, the agreement must comply with the Corporation Code, Civil Code, and relevant tax regulations. It typically includes detailed provisions for share valuation, payment mechanisms, and transfer procedures, while also addressing corporate governance requirements specific to Philippine law.
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1. Parties: Identification of all shareholders participating in the buy-sell agreement
2. Background: Context of the agreement, including company details and current shareholding structure
3. Definitions: Key terms used throughout the agreement, including technical and financial terms
4. Purchase Obligation: Core obligations of surviving/remaining shareholders to purchase shares upon trigger events
5. Trigger Events: Circumstances that activate the buy-sell provisions (death, disability, retirement, etc.)
6. Purchase Price: Methodology for determining the share price and valuation procedures
7. Payment Terms: Terms and conditions for payment, including timing and installment provisions
8. Transfer Procedure: Process and requirements for executing the share transfer
9. Corporate Approvals: Required approvals from board, shareholders, or regulatory bodies
10. Tax Provisions: Allocation of tax responsibilities and requirements
11. Representations and Warranties: Statements of fact and guarantees by the parties
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. Dispute Resolution: Procedures for resolving disputes between parties
15. General Provisions: Standard clauses including notices, amendments, and severability
1. Insurance Provisions: Details of life insurance policies funding the agreement - include if life insurance is used as funding mechanism
2. Right of First Refusal: Provisions giving existing shareholders priority rights to purchase - include if additional transfer restrictions are desired
3. Drag-Along Rights: Rights forcing minority shareholders to join in sale - include for majority shareholder protection
4. Tag-Along Rights: Rights allowing minority shareholders to join in sale - include for minority shareholder protection
5. Non-Competition: Restrictions on competing business activities - include if business protection is needed
6. Confidentiality: Provisions protecting company and transaction confidentiality - include if sensitive information is involved
7. Family Member Provisions: Special provisions for family member transfers - include for family-owned businesses
1. Schedule A - Current Shareholding: Details of current share ownership and distribution
2. Schedule B - Valuation Formula: Detailed methodology for calculating share value
3. Schedule C - Insurance Policies: Details of life insurance policies if used for funding
4. Schedule D - Transfer Notice Form: Standard form for initiating share transfer process
5. Schedule E - Corporate Documents: Relevant corporate documents including Articles of Incorporation and By-laws
6. Appendix 1 - Deed of Adherence: Template for new shareholders to join the agreement
7. Appendix 2 - Share Certificate Form: Template for new share certificates
8. Appendix 3 - Board Resolution Template: Template for required board approvals
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Manufacturing
Retail
Technology
Healthcare
Real Estate
Construction
Family Business
Agriculture
Tourism
Financial Services
Food and Beverage
Transportation and Logistics
Education
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Finance
Executive Management
Board of Directors
Risk Management
Compliance
Corporate Governance
Business Development
Shareholder Relations
Relevant Roles
Chief Executive Officer
Managing Director
Business Owner
Company Director
Corporate Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Shareholder
Board Member
Managing Partner
Family Business Owner
Business Succession Planner
Corporate Finance Manager
Risk Management Officer
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